ARTICLE III REPRESENTATIONS AND WARRANTIES OF
SELLER AND LIBERTY REGARDING THE COMPANY AND ITS
SUBSIDIARIES

12

Section 3.1.

Organization, Qualification and Corporate
Power.

12

Section 3.2.

Capitalization.

12

Section 3.3.

Subsidiaries and Equity Affiliates.

13

Section 3.4.

Financial Statements.

13

Section 3.5.

Assets and Liabilities of the Company.

14

Section 3.6.

No Undisclosed Liabilities.

15

Section 3.7.

Noncontravention; Consents.

15

Section 3.8.

Compliance with Legal Requirements.

15

Section 3.9.

Title to Assets.

15

Section 3.10.

Intellectual Property.

16

Section 3.11.

Real Property; Real Property Leases.

16

Section 3.12.

Contracts.

17

Section 3.13.

Litigation.

19

Section 3.14.

Environmental, Health, and Safety
Matters.

19

Section 3.15.

Employees.

20

Section 3.16.

Labor Relations.

20

Section 3.17.

Employee Benefits.

20

Section 3.18.

Insurance.

21

Section 3.19.

Related Party Transactions.

22

Section 3.20.

Brokers’ Fees.

22

Section 3.21.

Absence of Certain Changes or Events.

22

ARTICLE IV ADDITIONAL REPRESENTATIONS AND
WARRANTIES

22

Section 4.1.

Organization of Seller.

22

Section 4.2.

Authorization; Binding Effect.

23

Section 4.3.

Noncontravention; Consents.

23

Section 4.4.

Shares.

23

Section 4.5.

Brokers’ Fees.

23

i

Page

Section 4.6.

Investment Intent.

23

Section 4.7.

Disclosure of Information.

24

Section 4.8.

Accredited Investor.

24

Section 4.9.

Restricted Securities.

24

ARTICLE V REPRESENTATIONS AND WARRANTIES OF
BUYER

24

Section 5.1.

Organization of Buyer.

24

Section 5.2.

Authorization; Binding Effect; Financial
Capability.

24

Section 5.3.

Noncontravention; Consents.

24

Section 5.4.

Investment Intent.

25

Section 5.5.

Disclosure of Information.

25

Section 5.6.

Accredited Investor.

25

Section 5.7.

Restricted Securities.

25

Section 5.8.

Certain Proceedings.

25

Section 5.9.

Brokers’ Fees.

25

Section 5.10.

Delivery of Share Consideration.

25

Section 5.11.

SEC Filings; Financial Information.

26

ARTICLE VI PRE-CLOSING COVENANTS

26

Section 6.1.

Commercially Reasonable Efforts.

26

Section 6.2.

Notices and Consents.

27

Section 6.3.

Operation of Business.

27

Section 6.4.

Access and Investigation.

28

Section 6.5.

Notification.

29

Section 6.6.

Subsequent Financial Statements.

29

Section 6.7.

Subsequent Filings.

29

Section 6.8.

Non-Solicitation.

29

Section 6.9.

Assistance with Financing.

30

Section 6.10.

Assistance with Acquisition of Minority Ownership
of THN.

30

ARTICLE VII OTHER MATTERS

31

Section 7.1.

Understanding Regarding Disclaimer of Warranties
of Buyer.

31

Section 7.2.

Understanding Regarding Disclaimer of Warranties
of Seller.

31

Section 7.3.

HSR Act Filings.

32

Section 7.4.

Special Actions.

32

Section 7.5.

Confidentiality.

32

Section 7.6.

Employee Matters.

33

Section 7.7.

Further Cooperation.

36

Section 7.8.

Non-Disparagement.

36

Section 7.9.

Company Audited Financial Statements.

37

ARTICLE VIII CONDITIONS TO CLOSING

37

Section 8.1.

Conditions to Obligation of Buyer.

37

Section 8.2.

Conditions to Obligation of Seller.

39

ARTICLE IX TAX MATTERS

40

Section 9.1.

Tax Definitions.

40

Section 9.2.

Tax Representations.

41

Section 9.3.

Tax Covenants.

43

ii

Page

Section 9.4.

Tax Sharing Agreements.

43

Section 9.5.

Tax Refunds and Credits.

43

Section 9.6.

Cooperation on Tax Matters.

43

Section 9.7.

Certain Taxes and Fees.

44

ARTICLE X TERMINATION

44

Section 10.1.

Termination of Agreement.

44

Section 10.2.

Termination Date.

45

Section 10.3.

Effect of Termination.

45

ARTICLE XI INDEMNIFICATION

46

Section 11.1.

Survival.

46

Section 11.2.

General Indemnification.

47

ARTICLE XII MISCELLANEOUS

52

Section 12.1.

Public Announcements.

52

Section 12.2.

No Third-Party Beneficiaries.

52

Section 12.3.

Successors and Assigns.

52

Section 12.4.

Entire Agreement.

53

Section 12.5.

Notices.

53

Section 12.6.

Governing Law; Jurisdiction.

54

Section 12.7.

Amendments and Waivers.

54

Section 12.8.

Severability.

54

Section 12.9.

Expenses.

54

Section 12.10.

Construction.

54

Section 12.11.

Incorporation of Exhibits and
Schedules.

55

Section 12.12.

Headings.

55

Section 12.13.

Facsimile; Counterparts Signatures.

55

iii

LIST OF SCHEDULES

Schedules

3.3 Subsidiaries and Equity Affiliates

3.7 Notices and Consents

3.9 Permitted Encumbrances

3.10 Intellectual Property

3.11 Real Property Leases

3.12 Contracts

3.17(a) Employee Benefit Plans

3.17(c) Multiemployer Plans

3.17(g) Non-US Plans

3.18 Insurance

3.19(a) Contracts and Arrangements Involving
Related Parties

3.19(b) Master Purchasing Arrangements

5.11 Current Filings

6.3 Permitted Actions by Seller, the Company and
its Subsidiaries

7.6 Employee Matters

8.1(j) Required Content Agreements

9.2(c) Tax Consolidated Groups

9.4 Tax Sharing Agreements

Disclosure Schedule

iv

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (the
" Agreement ") is entered into as of December 13, 2006
(the " Agreement Date "), by and among LodgeNet
Entertainment Corporation, a Delaware corporation (" Buyer
"), Liberty Satellite & Technology, Inc., a Delaware
corporation (" Seller "), and Liberty Media Corporation, a
Delaware corporation (" Liberty "). Buyer, Liberty and
Seller are referred to individually as a " Party " and
collectively as the " Parties ."

RECITALS

A. Liberty owns 100% of the
issued and outstanding shares of capital stock of Seller. Seller
owns 100% of the issued and outstanding shares of capital stock of
Ascent Entertainment Group, Inc., a Delaware corporation (the "
Company "). The Company owns 100% of the issued and
outstanding shares of capital stock of On Command Corporation, a
Delaware corporation (" ONCO ").

B. Seller desires to sell,
and Buyer desires to purchase, 100% of the issued and outstanding
shares (the " Shares ") of capital stock of the Company, for
the consideration and on the terms and conditions set forth in this
Agreement.

C. Seller, Buyer and Liberty
are concurrently executing the Stockholders Agreement between
Seller, Buyer and Liberty, dated as of the date hereof.

NOW, THEREFORE, in
consideration of the mutual promises and covenants contained in
this Agreement, and intending to be legally bound, the parties
agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1.
Definitions . The following
terms have the following meanings for purposes of this
Agreement:

" Affiliate " means, with
respect to any Person, any other Person that, directly or
indirectly, Controls or is Controlled by or is under common Control
with such Person.

" Agreement " has the
meaning set forth in the preamble.

" Agreement Date " has the
meaning set forth in the preamble.

" Antitrust Division " has
the meaning set forth in Section 7.3.

" Antitrust Law " means the
Sherman Act, the Clayton Act, the HSR Act, the Federal Trade
Commission Act, and all other federal, state and foreign statutes,
rules, regulations, orders, decrees, administrative and judicial
doctrines and other laws that are designed or intended to prohibit,
restrict or regulate actions having the purpose or effect of
monopolization or restraint of trade or lessening of
competition.

1

" Ascent Intercompany
Indebtedness " means accounts or other Liabilities between the
Company and any Subsidiary of the Company or between any
Subsidiaries of the Company.

" Authorized
Representatives " has the meaning set forth in
Section 7.5.

" Balance Sheet " has the
meaning set forth in Section 3.4.

" Balance Sheet Date " has
the meaning set forth in Section 2.3(d).

" Bank Commitment Letter "
means the amended and restated bank facilities commitment letter,
dated as of December 6, 2006, among Bear Stearns, Credit
Suisse and Credit Suisse Securities (USA) LLC and Buyer,
pursuant to which Bear Stearns, Credit Suisse and Credit Suisse
Securities (USA) LLC have agreed, subject to the terms and
conditions set forth therein, to provide or cause to be provided an
aggregate of up to $475 million in financing under senior
secured credit facilities of Buyer comprised of a revolving credit
facility in a maximum principal amount of $50 million and
$425 million in term loans, as it may be amended from time to
time.

" Closing Working Capital "
means the consolidated current assets of the Company and its
Subsidiaries on the Closing Date (including cash) minus
consolidated current liabilities of the Company and its
Subsidiaries on the Closing Date, determined as set forth on
Exhibit A attached hereto and in accordance with GAAP and
consistent with the Financial Statements (except as set forth on
Exhibit A).

" COBRA " has the meaning
set forth in Section 7.6(b).

" Code " means the Internal
Revenue Code of 1986, as amended.

" Company " has the meaning
set forth in Recital A.

" Company Group " has the
meaning set forth in Section 3.19.

" Company Audited Financial
Statements " has the meaning set forth in
Section 6.6(b).

" Company Unaudited Financial
Statements " has the meaning set forth in Section 3.4.

" Contracts " has the
meaning set forth in Section 3.12.

" Control " means the
possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether
through the ownership of voting securities or partnership,
membership or other ownership interests, by contract or
otherwise.

" Current Filings " has the
meaning set forth in Section 5.11(b).

" Disclosing Party " has
the meaning set forth in Section 7.5.

" Disclosure Schedule " has
the meaning set forth in the introductory paragraph of
Article III.

" Encumbrance " means any
charge, claim, community property interest, condition, equitable
interest, mortgage, lien, option, pledge, security interest, right
of first refusal, or other charge or restriction of any kind,
including any restriction on use, voting, transfer, receipt of
income, or exercise of any other attribute of ownership.

" Environmental, Health, and
Safety Requirements " means all federal, state, local and
foreign statutes, regulations, ordinances and other provisions
having the force or effect of law, all judicial and administrative
orders and determinations, all contractual obligations and all
common law concerning public health and safety, worker health and
safety, and pollution or protection of the environment, including
all those relating to the presence, use, production, generation,
handling, transportation, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release,
threatened release, control, or cleanup of any hazardous materials,
substances or wastes, chemical substances or mixtures, pesticides,
pollutants, contaminants, toxic chemicals, petroleum products or
byproducts, asbestos, polychlorinated biphenyls, noise or
radiation.

3

" Equity Affiliates " means
all Persons in which the Company or any Subsidiaries of the Company
hold an equity interest that are not Subsidiaries of the Company
that are accounted for under the equity method of accounting in
accordance with GAAP.

" ERISA " has the meaning
set forth in Section 3.17(a).

" ERISA Affiliate " has the
meaning set forth in Section 3.17(a).

" ERISA Plans " has the
meaning set forth in Section 3.17(a).

" Estimated Closing Working
Capital " has the meaning set forth in Section 2.3(a).

" Existing NDA " has the
meaning set forth in Section 6.4.

" Final Purchase Price
Adjustment " has the meaning set forth in
Section 2.3(b).

" Financial Information "
has the meaning set forth in Section 6.9.

" Financial Statements "
has the meaning set forth in Section 3.4.

" FTC " has the meaning set
forth in Section 7.3.

" GAAP " means generally
accepted accounting principles in the United States set forth in
the opinions and pronouncements of the Accounting Principles Board
(and its predecessors), the American Institute of Certified Public
Accountants and the Financial Accounting Standards Board that are
applicable to the circumstances as of the date of determination,
consistently applied.

" Governmental Authority "
means any court, arbitrator, administrative or other governmental
department, agency, political subdivision, commission, authority or
instrumentality in the United States or elsewhere.

" Indebtedness " means,
with respect to any Person, without duplication (a) every
Liability of such Person (excluding any Ascent Intercompany
Indebtedness) (i) for borrowed money, (ii) evidenced by
notes, bonds, debentures or similar instruments (whether or not
negotiable), (iii) any amounts owing as deferred purchase
price for property acquired, other than accounts payable on
commercial terms, or (iv) any reimbursement of amounts
actually drawn under letters of credit or similar facilities issued
for the account of such Person, and (b) every Liability of any
other Person of the kind described in the preceding clause
(a) that such Person has guaranteed (other than any guarantee
by the Company of any Liability of any Subsidiary of the Company
and any guarantee by any Subsidiary of the Company of any Liability
of any other Subsidiary of the Company), in each case only to the
extent required pursuant to GAAP to be set forth as a liability on
a balance sheet of such Person.

4

" Indemnified Party " has
the meaning set forth in Section 11.2(g).

" Independent Accounting
Firm " has the meaning set forth in Section 2.3(g).

" Information Memorandum "
has the meaning set forth in Section 9.1.

" Intellectual Property "
means (a) all patents and patent applications (including all
provisional, divisionals, continuations, continuations in part, and
reissues), inventions (patentable or unpatentable and whether or
not reduced to practice), and business methods; (b) all
registered and unregistered fictional business names, trade names,
trademarks, service marks, trade dress, brands, slogans, logos, and
registered domain names and all applications with respect to any of
the foregoing; (c) all registered and unregistered copyrights
in both published works and unpublished works and copyrightable
subject matter, including software; and (d) all know-how,
trade secrets, customer and vendor lists, software, technical
information, data, process technology, plans, drawings, blueprints,
processes, methods and techniques, research and development
information, industry analyses, drawings, algorithms, source code
and object code, etherware, specifications, designs, proposals,
models, financial and accounting data, business and marketing
plans, and all other confidential or proprietary information.

" Interim Financial
Statements " has the meaning set forth in Section 3.4.

" Liability " means any
liability (whether known or unknown, whether asserted or
unasserted, whether absolute or contingent, whether accrued or
unaccrued, and whether liquidated or unliquidated), including any
liability for Taxes.

" Liberty " has the meaning
set forth in the preamble.

" Liberty 401(k) Plan " has
the meaning set forth in Section 7.6(f).

" Liberty Benefit Plans "
has the meaning set forth in Section 7.6(a).

" Liberty Group " has the
meaning set forth in Section 3.19.

" Liberty Intercompany Debt
" has the meaning set forth in Section 8.1(f).

" Losses " means any loss,
Liability, action, cause of action, cost, damage or expense, Tax,
penalty, or fine, in each case whether or not arising out of third
party claims and including any interest, penalties,
attorneys’, consultants’ and experts’ fees and
expenses (including such attorneys’, consultants’ and
experts’ fees and expenses incurred in connection with the
enforcement of a party’s rights under this Agreement) and all
amounts paid in investigation, defense or settlement of any of the
foregoing after taking into account any monies actually received in
respect thereof under a policy of insurance, under a contractual
right of set-off or indemnity or otherwise.

5

" Material Adverse Effect "
means a material adverse effect on the financial condition, assets,
business or results of operations of the Company and its
Subsidiaries, taken as a whole, other than any such effect
attributable to or resulting from (a) any matter contemplated
by or disclosed in this Agreement, (b) the public announcement
or consummation of the transactions contemplated by this Agreement,
including loss of vendors, customers or employees resulting
therefrom, or the compliance by any Party with its obligations
under this Agreement, (c) any change in general economic
conditions, financial market conditions or in conditions affecting
the on premises telecommunications industry or hotel industry
generally, whether locally, regionally or nationally, or
(d) any act or omission taken with the prior written consent
or at the specific written request of Buyer.

" MFN Clause " has the
meaning set forth in Section 3.12(b).

" Non-US Plans " has the
meaning set forth in Section 3.17(g).

" Notifying Party " has the
meaning set forth in Section 6.5.

" Objection Notice " has
the meaning set forth in Section 2.3(f).

" ONCO " has the meaning
set forth in Recital A.

" ONCO Stock Plan " has the
meaning set forth in Section 7.6(i).

" Ordinary Course of
Business " means the ordinary course of business of the Company
or any Subsidiary, as applicable, consistent with past custom and
practice and assuming rational decision-making based on the
continued operations and capital investment decisions of the
Company and its Subsidiaries as if ownership of the Company and its
Subsidiaries were not being sold.

" Permitted Encumbrances "
means (a) any restrictions under the Securities Act or any
applicable state or foreign securities laws; (b) any
Encumbrance for Taxes, fees, assessments or other governmental
charges or levies, either not delinquent or being contested in good
faith and for which the Company or any Subsidiary maintains
adequate reserves on its books and records; (c) licenses or
sublicenses granted or entered into in the Ordinary Course of
Business and any interest or title of a licensor or licensee under
any such license or sublicense; (d) leases or subleases
entered into in the Ordinary Course of Business, including in
connection with the leased personal property of the Company or any
Subsidiary or Real Property Leases; (e) Encumbrances of
carriers, warehousemen, mechanics, materialmen and landlords
incurred in the Ordinary Course of Business for sums not overdue or
being contested in good faith and for which the Company or any
applicable Subsidiary maintains adequate reserves on its books and
records; (f) Encumbrances incurred in the Ordinary Course of
Business in connection with worker’s compensation,
unemployment insurance or other forms of governmental insurance
or

6

benefits, or to secure performance of tenders, statutory
obligations, leases and contracts (other than for borrowed money)
entered into in the Ordinary Course of Business or to secure
obligations on surety or appeal bonds; (g) to the extent
described on Schedule 3.9 , purchase money security
interests or Encumbrances on property acquired or held by the
Company or any Subsidiary in the Ordinary Course of Business to
secure the purchase price of such property or to secure
indebtedness incurred solely for the purpose of financing the
acquisition of such property; and (h) easements, restrictions
and other exceptions to or defects of title that are not, in the
aggregate, material and that do not, individually or in the
aggregate, materially and adversely affect the use or occupancy of
the property affected thereby.

" Person " means an
individual, a partnership, a limited liability company, a
corporation, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, any other entity, or
a Governmental Authority.

Section 1.3.
Terms Generally . The definitions set forth or referenced in
Section 1.1 apply equally to both the singular and plural
forms of the terms defined. Any pronoun includes the corresponding
masculine, feminine and neuter forms, as the context requires. The
words "include," "includes" and "including" will be deemed to be
followed by the phrase "without limitation." The word "or" is not
exclusive. The words "shall" and "will" are used interchangeably
and are intended to have, and will be deemed to have, the same
meaning. The "knowledge" of a Party will mean the actual knowledge
of any senior officer of such Party after due investigation and
inquiry; provided, however, that the "knowledge" of Seller
or Liberty also will be deemed to include the actual knowledge of
any of the following officers of ONCO: The President and Chief
Executive Officer; the Senior Vice President and Chief Financial
Officer; the Senior Vice President, General Counsel and Secretary;
the Senior Vice President, Operations; the Senior Vice President,
Marketing and Programming; and Group Vice President of Sales, and
(b) the President and Chief Executive Officer and Chief
Financial Officer (or persons holding equivalent positions) of THN.
The words "herein," "hereof" and "hereunder" and words of

8

similar import refer to this Agreement (including the Exhibits
and Schedules) in its entirety and not to any part of this
Agreement unless the context otherwise requires. All references to
Articles, Sections, Exhibits and Schedules will be deemed
references to Articles and Sections of, and Exhibits and Schedules
to, this Agreement unless the context otherwise requires. Any
references to any agreement or other document or instrument or to
any statute or regulation are to it as amended and supplemented
from time to time (and, in the case of a statute or regulation, to
any successor provisions, and to any rules and regulations
promulgated thereunder), unless the context otherwise requires. Any
reference to a "day" or number of "days" (without the explicit
qualifications of "business") will be interpreted as a reference to
a calendar day or number of calendar days. If any action or notice
is to be taken or given on or by a particular calendar day, and
such calendar day is not a Business Day, then such action or notice
will be deferred until, or may be taken or given on, the next
Business Day. All references to dollar amounts will be references
to United States Dollars.

ARTICLE II

PURCHASE AND SALE OF SHARES; CLOSING

Section 2.1.
Purchase and Sale of Shares . Subject to the terms and
conditions set forth in this Agreement, at the Closing, Seller will
sell and transfer the Shares to Buyer, and Buyer will purchase the
Shares from Seller, free and clear of any Encumbrances, as set
forth in this Article II.

Section 2.2.
Purchase Price . The purchase price for the Shares will be
$380,000,000.00, subject to adjustment as set forth in
Section 2.3 (the " Purchase Price "), consisting
of:

Section

(a) cash in the amount of the
difference between the Purchase Price and the Share Consideration
Value (the " Cash Consideration "); and

(b) the Share Consideration.

Collectively the sum of the Cash
Consideration (as such amount may be adjusted pursuant to Section
2.3) plus the Share Consideration are referred to as the Purchase
Price. The Cash Consideration will be paid at the Closing by wire
transfer of immediately available funds pursuant to wire
instructions delivered by Seller to Buyer no later than two
Business Days prior to the Closing Date. The Share Consideration
will be paid at the Closing by delivery of a stock certificate or
certificates registered in Seller’s name, the denominations
of which Seller will request at least three (3) Business Days
prior to Closing and which will evidence an aggregate number of
shares of common stock of Buyer equal to the full Share
Consideration.

Section 2.3.
Adjustment . The Cash Consideration portion of the Purchase
Price shall be subject to adjustment as follows:

(a) If, as of the Closing Date,
the Estimated Closing Working Capital is (i) less than the
Target Working Capital, the Cash Consideration payable at the
Closing will be reduced by the difference between the Estimated
Closing Working Capital and the Target Working Capital or (ii) more
than the Target Working Capital, the Cash Consideration payable at
the Closing will be increased by the difference between the
Estimated Closing Working Capital

9

and the Target Working Capital such increase or decrease, (the "
Closing Purchase Price Adjustment "). The Seller shall not
less than three (3) Business Days prior to the Closing
estimate the Closing Working Capital, based on the balance sheet of
the Company and its Subsidiaries as of the prior month-end, but
brought forward to include any known changes in the components of
Closing Working Capital since such prior month-end, supporting
documentation for all of which shall be provided to Buyer for its
review concurrently with or prior to the delivery of the estimated
Closing Working Capital calculation (the " Estimated Closing
Working Capital ").

(b) If the Closing Working Capital
is (i) less than the Estimated Closing Working Capital, the
Cash Consideration will be reduced by the difference between the
Estimated Closing Working Capital and the Closing Working Capital
or (ii) more than the Estimated Closing Working Capital, the
Cash Consideration will be increased by the difference between the
Estimated Closing Working Capital and the Closing Working Capital,
provided that if no Closing Purchase Price Adjustment was made at
Closing as a result of clause (c) below, then the foregoing
calculation shall be made by comparing the Closing Working Capital
to the Target Working Capital rather than the Estimated Closing
Working Capital (the " Final Purchase Price Adjustment ").
Any Final Purchase Price Adjustment shall be paid in accordance
with Section 2.3(d) below.

(c) Notwithstanding clauses
(a) and (b) above, no adjustment to the Purchase Price
shall be made if the aggregate adjustment would be in an amount
less than $1,000,000.

(d) In the event of a reduction to
the Purchase Price pursuant to Section 2.3(b)(i), Seller and
Liberty will be jointly and severally liable for the amount of the
reduction and will pay to Buyer, within five (5) Business Days
of the Closing Date Calculations being declared final pursuant to
Section 2.3(f) and (g) (the " Balance Sheet Date "),
the amount of such reduction plus interest accruing on such amount
at a rate of six percent (6)% per annum from the Closing Date until
such amount is paid, in immediately available funds. In the event
of an increase to the Purchase Price pursuant to
Section 2.3(b)(ii), the Buyer will pay to Seller, within five
(5) Business Days of the Balance Sheet Date, the amount of such
increase plus interest accruing on such amount at a rate of six
(6)% per annum from the Closing Date until such amount is paid, in
immediately available funds. Any amount paid pursuant to this
Section 2.3 will be treated as an adjustment to the Purchase
Price for all purposes.

(e) The Buyer shall prepare and
distribute to Seller, within sixty (60) days after the Closing
Date, a written calculation of the proposed Final Purchase Price
Adjustment and the Closing Working Capital (the " Closing Date
Calculations "), as determined by reference to the relevant
provisions of this Agreement.

(f) On or prior to the thirtieth
(30 th) day after
Buyer gives Seller notice of the Closing Date Calculations, Seller
may give Buyer a written notice that it objects (an " Objection
Notice ") to the Closing Date Calculations. Any Objection
Notice shall specify the dollar amount of any objection and a
reasonably detailed summary of the basis for objection. Except to
the extent Seller timely objects to a specific determination set
forth in the Closing Date Calculations pursuant to an Objection
Notice delivered to Buyer within such thirty (30) day period,
the Closing Date Calculations will be conclusive and binding upon
the Parties.

10

(g) If Seller delivers a timely
Objection Notice as described in Section 2.3(f), then Buyer
and Seller shall negotiate in good faith to resolve their disputes
raised pursuant to a timely Objection Notice. If Buyer and Seller
are unable to resolve all disputes regarding the Closing Date
Calculations on or prior to the thirtieth (30 th) day after the date the
Objection Notice was delivered, then Buyer shall retain a "big
four" accounting firm (after eliminating any such firm which is
conflicted or otherwise unable to participate) (the "
Independent Accounting Firm ") to resolve the dispute as
soon as practicable, and in any event within thirty (30) days
after Buyer retains such firm. The Independent Accounting Firm
shall only decide the specific items under dispute by the parties,
and shall make its determinations solely in accordance with this
Section 2.3. The Independent Accounting Firm’s
determination regarding the matters in dispute will be conclusive
and binding upon the Parties hereto and will constitute (or, if
applicable, will be used in the calculation of) the Final Purchase
Price Adjustment and the Closing Working Capital for all purposes
of this Section 2.3. The fees and expenses of the Independent
Accounting Firm in connection with its review of the Closing Date
Calculations shall be paid one-half (1/2) by the Company and
one-half (1/2) by Seller.

Section 2.4.
Closing . The closing of the transactions contemplated by
this Agreement (the " Closing ") will take place at the
offices of Sherman & Howard L.L.C. in Denver, Colorado at
10:00 a.m. Mountain Time on the date that is five Business
Days after the satisfaction or waiver of the closing conditions
contained in Article VIII, or at such other time and place as
the Parties may agree in writing (the " Closing Date "),
provided that if the conditions to Closing set forth in
Article 8 are satisfied prior to January 1, 2007, then
Buyer shall have the option to extend the Closing Date for up to
sixty (60) days assuming that Buyer is diligently proceeding
to obtain its financing for the transactions contemplated by this
Agreement.

Section 2.5.
Closing Deliveries . At the Closing:

(a) Seller and Liberty will
deliver to Buyer:

(i) one or more stock certificates
representing the Shares, duly endorsed (or accompanied by duly
executed stock powers) for transfer to Buyer, which Shares shall be
free and clear of any Encumbrances except Encumbrances arising out
of any action taken by Buyer or any of its Affiliates or under the
Securities Act; and

(ii) one or more officer’s
certificates, dated the Closing Date, executed by duly authorized
executive officers of Seller and Liberty, attesting to matters in
Sections 8.1(a) and (b); and

(iii) possession of all documents,
books, records agreements and financial data relating to the
Company and its Subsidiaries held by Liberty, the Company and its
Subsidiaries.

(b) Buyer will deliver to
Seller:

(i) the Cash Consideration (as
adjusted pursuant to Section 2.3(a), if applicable) by wire
transfer of immediately available funds to an account designated by
Seller; and

11

(ii) a stock certificate or
certificates representing the Share Consideration; and

(iii) a certificate, dated the
Closing Date, executed by a duly authorized executive officer of
Buyer, attesting to matters in Sections 8.2(a) and 8.2(b).

Section 2.6.
Stock Adjustment. If, after the Agreement Date and prior to
the Closing Date, the Buyer is recapitalized or reclassified or
Buyer effects any stock dividend, stock split, or reverse stock
split or otherwise effects any transaction that changes its common
stock into any other securities (including securities of another
corporation), then the Share Consideration to be delivered to
Seller under this Agreement will be appropriately and equitably
adjusted to the kind and amount of shares of stock and other
securities and property which the Seller would have been entitled
to receive had the shares comprising the Share Consideration been
issued and outstanding as of the record date for determining
stockholders entitled to participate in such corporate event.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER AND LIBERTY
REGARDING THE COMPANY AND ITS SUBSIDIARIES

The disclosures in any section or
paragraph of the disclosure schedule accompanying this Agreement
(the " Disclosure Schedule ") shall qualify as disclosures
by the Seller and Liberty with respect to any other portion of the
numbered and lettered paragraphs of such Disclosure Schedule and
the related representations and warranties to the extent that the
relevance of such disclosure is readily apparent to the disclosure
called for in such other section or paragraph of the Disclosure
Schedule or the related representations and warranties.
Notwithstanding the foregoing or anything to the contrary in this
Agreement, the information contained in any specific document
referenced in the Disclosure Schedule shall qualify the
representations and warranties only to the extent the reason such
document is relevant to the applicable section or paragraph of the
Disclosure Schedule or the related representations and warranties
is specifically described in the Disclosure Schedule. Except as set
forth in the Disclosure Schedule, Seller and Liberty hereby jointly
and severally represent and warrant to Buyer as follows:

Section 3.1.
Organization, Qualification and Corporate Power . The
Company is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware. The Company
has all requisite corporate power and authority to own its assets
and to conduct its business as it is currently being conducted. The
Company is duly qualified and authorized to transact business and
is in good standing in each jurisdiction where such qualification
is required, except where the failure to be so qualified would not
have, individually or in the aggregate, a Material Adverse
Effect.

Section 3.2.
Capitalization. The authorized capital stock of the Company
consists of 50,000 shares of common stock, par value $0.01 per
share, of which 1,000 shares are issued and outstanding and
constitute the "Shares." The Shares are the only shares of capital
stock or other ownership interests in the Company outstanding. All
of the Shares have been duly and validly authorized and issued, are
fully paid and non-assessable, are free and clear of all
Encumbrances and are held beneficially and of record by Seller. The
transfer and delivery of the Shares by

12

Seller to Buyer as contemplated by this Agreement will transfer
good and valid title to the Shares to Buyer free and clear of all
Encumbrances, except Encumbrances arising as a result of any action
taken by the Buyer or any of its subsidiaries. There are no
outstanding or authorized options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights,
pre-emptive rights or other rights, contracts or commitments that
could require the Company to issue, sell or otherwise cause to
become outstanding any of its capital stock or any other securities
exercisable or exchangeable for or convertible into such capital
stock. There are no outstanding or authorized stock appreciation,
phantom stock, profit participation, or similar rights with respect
to the Company. There are no voting trusts, proxies, or other
agreements or understandings with respect to the voting of the
capital stock or Control of the Company.

Section 3.3.
Subsidiaries and Equity Affiliates . The Company directly
owns all of the issued and outstanding shares of capital stock of
ONCO, and the Company does not have any assets or Liabilities other
than those related to its ownership of ONCO and other than Liberty
Intercompany Debt of the Company and its Subsidiaries that will be
eliminated prior to the Closing in accordance with
Section 8.1(f) or Ascent Intercompany Indebtedness.
Schedule 3.3 sets forth a complete list of all
Subsidiaries and Equity Affiliates of ONCO and the direct or
indirect ownership interest of ONCO in each such Subsidiary and
Equity Affiliate. Except as set forth on Schedule 3.3 ,
ONCO does not own, directly or indirectly, any equity interest in
any other Person including any general or limited partnership
interest, limited liability company interest or other form of joint
venture. All issued and outstanding shares of capital stock of each
Subsidiary have been duly and validly authorized and issued, are
fully paid and non-assessable, and, at Closing, will be free and
clear of all Encumbrances other than Permitted Encumbrances. There
are no outstanding or authorized options, warrants, purchase
rights, subscription rights, conversion rights, exchange rights,
pre-emptive rights, or other rights, contracts or commitments that
could require any Subsidiary to issue, sell or otherwise cause to
become outstanding any of its capital stock or any other securities
exercisable or exchangeable for or convertible into such capital
stock. There are no outstanding or authorized stock appreciation,
phantom stock, profit participation, or similar rights with respect
to any Subsidiary. There are no voting trusts, proxies, or other
agreements or understandings with respect to the voting of the
capital stock or Control of any Subsidiary. Each Subsidiary is a
Person duly organized, validly existing and in good standing under
the laws of its place of formation. Each Subsidiary has all
requisite power and authority to own its assets and to conduct its
business as it is currently being conducted. Each Subsidiary is
duly qualified and authorized to transact business and is in good
standing in each jurisdiction where such qualification is required,
except where the failure to be so qualified would not have,
individually or in the aggregate, a Material Adverse Effect.

Section 3.4.
Financial Statements . Seller has delivered to Buyer the
following financial statements of the Company and ONCO and its
subsidiaries on a consolidated basis (collectively, the "
Financial Statements "): (a) audited financial
statements of ONCO, including the balance sheets as at
December 31, 2005, 2004 and 2003 and the statement of
operations, changes in stockholders’ equity, and cash flows
for the fiscal years ended December 31, 2005, 2004 and 2003;
(b) unaudited financial statements of the Company, including
the balance sheets as at December 31, 2005 and 2004 and the
statement of operations, changes in stockholders’ equity, and
cash flows for the fiscal years ended December 31, 2005 and
2004 (the " Company Unaudited Financial Statements "); and
(c) unaudited financial statements of ONCO and the Company,
including the balance sheet as at September 30, 2006 (the "
Balance Sheet ") and the

13

statement of operations, changes in stockholders’ equity,
and cash flows for the nine months ended September 30, 2006
(collectively including the Balance Sheet, the " Interim
Financial Statements "). The Financial Statements and the
Company Unaudited Financial Statements (including any notes
thereto) (i) have been prepared in accordance with GAAP
applied on a consistent basis throughout the periods covered
thereby, (ii) present fairly in all material respects the
financial position of the Company and its Subsidiaries and ONCO and
its Subsidiaries, as applicable, on a consolidated basis as of such
dates and the results of operations and cash flows of the Company
and its Subsidiaries and ONCO and its Subsidiaries, as applicable,
on a consolidated basis for such periods, and (iii) are
consistent with the books and records of the Company and its
Subsidiaries and ONCO and its Subsidiaries, as applicable;
provided, however, that the Interim Financial Statements are
subject to normal year-end adjustments (that are not material,
either individually or in the aggregate) and that the Interim
Financial Statements and the Company Unaudited Financial Statements
do not contain footnotes required by GAAP. Seller has delivered to
Buyer the following financial statements of THN (collectively, the
" THN Financial Statements "); (a) unaudited financial
statements, including the balance sheet as at December 31, 2005 and
the statement of operations, changes in stockholders’ equity,
and cash flows for the fiscal year ended December 31, 2005;
and (b) unaudited financial statements, including the balance
sheet as at September 30, 2006 (the " THN Balance Sheet
") and the statement of operations, changes in stockholders’
equity, and cash flows for the nine months ended September 30,
2006 (collectively including the THN Balance Sheet, the " THN
Interim Financial Statements "). The THN Financial Statements
(i) have been prepared in accordance with GAAP applied on a
consistent basis throughout the periods covered thereby,
(ii) present fairly in all material respects the financial
position of THN as of such dates and the results of operations and
cash flows of THN for such periods and (iii) are consistent
with the books and records of THN; provided, however, that
the THN Interim Financial Statements are subject to normal year-end
adjustments (that are not material, either individually or in the
aggregate (except as set forth in the Disclosure Schedule)) and the
THN Financial Statements do not contain footnotes required by GAAP.
Except as described on the Disclosure Schedule, neither
ONCO’s nor the Company’s independent auditors have
identified (i) since the adoption of rules promulgated by the SEC
pursuant to the Section 404 of the Sarbanes-Oxley Act of 2002,
any control deficiency, significant deficiency or material weakness
in the system of internal control over financial reporting (each
term as defined in Auditing Standard No. 2 of the Public
Company Accounting Oversight Board) utilized by the Company and its
Subsidiaries or (ii) any fraud, whether or not material, that
involves the Company’s management or other employees who have
a role in the preparation of financial statements or the internal
control over financial reporting utilized by the Company and its
Subsidiaries. To the knowledge of Seller or Liberty, (i) none
of the principal executive officer or principal financial officer
of Seller, Liberty, ONCO or the Company has concluded that a
material weakness currently exists, other than what is described on
the Disclosure Schedule and (ii) no claim or allegation has
been made that a material weakness exists or that there has been
any fraud with respect to the preparation of ONCO’s or the
Company’s financial statements or the internal control over
financial reporting utilized by the Company and its
Subsidiaries.

Section 3.5.
Assets and Liabilities of the Company . Except for its
interest in ONCO and its liability for income taxes, the Company
has no assets and no Liabilities of a nature required to be
disclosed on an unconsolidated balance sheet of the Company or in
the footnotes to the Financial Statements or any liabilities that
would be required to be disclosed by SEC rules

14

and regulations if the Company were an unconsolidated public
company registered with the SEC. Except as set forth on the
Disclosure Schedule, the Company and its Subsidiaries do not have
any contingent reimbursement obligations or amounts outstanding
pursuant to any letters of credit or similar facilities issued for
the account of the Company and its Subsidiaries.

Section 3.6.
No Undisclosed Liabilities . Neither the Company nor any
Subsidiary has any Liability of a type that would be required to be
disclosed in the financial statements, including the footnotes,
under generally accepted accounting principles or liabilities
described in Items 103, 303(a)(4), or 305 of Regulation S-K,
except for (a) Liabilities set forth on the Balance Sheet or
disclosed in the Notes to the 2005 Financial Statements referred to
in Section 3.4(a), (b) Liabilities that have arisen after
the date of the Balance Sheet in the Ordinary Course of Business,
or (c) Liabilities that would not be material to the Company
and its Subsidiaries taken as a whole.

Section 3.7.
Noncontravention; Consents . Neither the execution and
delivery of this Agreement, nor the consummation of the
transactions contemplated by this Agreement, will (a) violate
any Legal Requirement to which the Company or any Subsidiary is
subject or any provision of the certificate of incorporation or
bylaws (or comparable constituent documents) of the Company or any
Subsidiary or (b) result in a breach of, constitute a default
under, result in the acceleration of, create in any Person the
right to accelerate, terminate, modify, or cancel, any contract or
obligation with respect to Indebtedness to which the Company or any
Subsidiary is a party or by which it is bound or to which its
assets are subject, except where any such violation, breach,
default or other matter would not have, individually or in the
aggregate, a Material Adverse Effect. Schedule 3.7 sets
forth all notices and filings required to be made and all
authorizations, consents, or approvals of any Governmental
Authority or other Person required to be obtained by Seller in
order for Buyer and Seller to consummate the transactions
contemplated by this Agreement.

Section 3.8.
Compliance with Legal Requirements . To Seller’s
knowledge, the Company and its Subsidiaries are in compliance with
all applicable Legal Requirements, except where the failure to be
in compliance would not have individually or in the aggregate, a
Material Adverse Effect. No Proceeding has been filed or commenced
against the Company or any Subsidiary alleging any failure to so
comply with applicable Legal Requirements, and to Seller’s
knowledge no such Proceeding has been threatened. Each of the
Company and its Subsidiaries holds all Permits used or necessary in
the conduct of its business or the ownership of its property and
assets. Such Permits are valid and in full force and effect, and no
written notice has been received by the Company or its Subsidiaries
alleging the failure to hold any such Permit. The Company and its
Subsidiaries are in material compliance with the terms and
conditions of such Permits, and all of such Permits will be
available for use on the same terms by the Company and its
Subsidiaries immediately after the Closing, except where the
failure to be in compliance or the unavailability for use would not
have, individually or in the aggregate, a Material Adverse
Effect.

Section 3.9.
Title to Assets . Except as set forth on
Schedule 3.9 , each of the Company and each Subsidiary
has good title to, or a valid leasehold interest in, the properties
and assets used by the Company or such Subsidiary in its business
as it is presently being conducted as set forth on the Balance
Sheet or acquired after the date of the Balance Sheet, free and
clear of all

15

Encumbrances (other than Permitted Encumbrances), except for
properties and assets disposed of in the Ordinary Course of
Business since the date of the Balance Sheet. Neither the Company
nor any Subsidiary has received any notice of violation or default
under any Legal Requirement or Contract relating to its owned or
leased properties and assets that remains uncured or has not been
dismissed, except where any such violation or default would not
have, individually or in the aggregate, a Material Adverse Effect.
All leases and licenses pursuant to which the Company or any
Subsidiary leases or licenses tangible or intangible property from
others, including without limitation licenses for rights to music
from music licensing associations, are valid and effective in
accordance with their respective terms, and there is not, with
respect to the Company or any Subsidiary under any of such leases
or licenses, any existing default (or event that with notice or
lapse of time, or both, would constitute a default), except where
any such default would not have, individually or in the aggregate,
a Material Adverse Effect.

Section 3.10.
Intellectual Property . The Company and its Subsidiaries own
or have the right to use, pursuant to a valid and enforceable
license, the Intellectual Property currently used in and necessary
for the operation of their respective businesses and shall continue
to have the right to use such Intellectual Property immediately
following the Closing. Schedule 3.10 sets forth a list
of (i) all the Company’s and each Subsidiary’s
registered Intellectual Property and all material unregistered
Intellectual Property (other than those items listed in subsection
(d) of the definition of Intellectual Property and other than
"inventions" and "business methods" listed in subsection
(a) of said definition, "trade dress," "brands," "slogans,"
and "logos" listed in subsection (b) of such definition and
"copyrightable subject matter" listed in subsection (c) of
said definition) owned by or used by the Company or its
Subsidiaries in their respective businesses, and (ii) all
written licenses (other than off-the-shelf commercial computer
software) with an anticipated annual license fee of greater than
$50,000 pursuant to which the Company or its Subsidiaries have the
right to use Intellectual Property. To the knowledge of Seller, the
Company’s and its Subsidiaries’ use of all such
Intellectual Property as currently used in the operation of their
respective businesses does not violate or infringe upon any
Intellectual Property or other rights of any other Person and to
the knowledge of Seller, no allegation of such violations or
infringement of any such Intellectual Property rights has been
asserted or threatened, except as listed on
Schedule 3.10 .

Section 3.11.
Real Property; Real Property Leases . Neither the Company
nor any Subsidiary owns any real property.
Schedule 3.11 sets forth all leases and subleases under
which either the Company or any Subsidiary is lessor or lessee or
sublessor or sublessee of any real property (the " Real Property
Leases "). The Company has provided true, correct and complete
copies of all such Real Property Leases, including any amendments
to such Real Property Leases, to the Buyer. The Real Property
Leases are in full force and effect and constitute binding and
enforceable agreements of the Company or the Subsidiary and, to
Seller’s knowledge, the landlords or lessors party thereto.
The Company or the Subsidiary that is a party to any Real Property
Lease is not in breach or default thereunder and, to the knowledge
of Seller no landlord is in breach or violation of any such Real
Property Lease and no event has occurred that with notice or lapse
of time, or both, would constitute a breach or default thereunder
by the Company or the Subsidiary that is a party thereto, except
where any such Company or Subsidiary breach or default would not
have, individually or in the aggregate, a Material Adverse
Effect.

16

Section 3.12.
Contracts . Schedule 3.12 sets forth the
following contracts and other agreements to which the Company or
any Subsidiary is a party and under which the Company or any
Subsidiary has ongoing rights or obligations as of the Agreement
Date (the " Contracts "):

(a) any agreement for the lease of
personal property to or from any Person (not including any Real
Property Leases) providing for calendar year lease payments in
excess of $100,000;

(b) any agreement with a customer,
including any master agreement pursuant to which the Company or any
Subsidiary has entered into multiple service agreements covering
individual hotels, pursuant to which the Company or any such
Subsidiary either received revenue in excess of $500,000 during
2005 or reasonably expects to receive revenue in excess of such
amount during 2006 or pursuant to which the Company or any
Subsidiary (i) either paid fees in excess of $500,000 during
2005 or reasonably expects to pay fees in excess of such amount
during 2006 (provided, however, 2006 revenue amounts and fees are
forecasts only subject to uncertainties, and neither Seller, the
Company nor any Subsidiary guarantees such results) or
(ii) has agreed to provide such customer more favorable terms
with respect to the price charged or any other financial matter, or
with respect to the technological capabilities of equipment
utilized by the Company and its Subsidiaries in providing services
to such customer, in each case, to the extent such terms have been
provided by the Company or its Subsidiaries to other customers of
the Company or its Subsidiaries (any such clause being hereinafter
referred to as an " MFN Clause ");

(c) any agreement with a content
provider pursuant to which the Company or any Subsidiary either
made payments (including variable royalty payments) in excess of
$250,000 during 2005 or has a firm commitment to make minimum
payments in excess of such amount during 2006 or has a firm
commitment to make minimum payments in excess of such amount in any
single year after 2006;

(d) any agreement with any third
party (other than those described elsewhere in this Article III),
including any affiliates of Seller or Liberty, pursuant to which
the Company or any Subsidiary either made payments in excess of
$500,000 during 2005 or has a firm commitment to make payments in
excess of such amount during 2006, excluding purchase orders;

(e) any purchase order or group of
purchase orders or binding commitments payable to the same payee
outstanding as of September 30, 2006 pursuant to which the
amount payable by the Company or any Subsidiary exceeds
$500,000;

(f) any agreement governing a
general or limited partnership, limited liability company or other
form of joint venture;

(g) any agreement under which the
Company or any Subsidiary has created, incurred, assumed, or
guaranteed any, Indebtedness or any capitalized lease obligation,
in an amount in excess of $100,000 or under which the Company or
any Subsidiary has imposed an Encumbrance (other than a Permitted
Encumbrance) on any of the Company’s or any

17

Subsidiary’s assets, tangible or intangible, other than
any such agreement described in Section 3.19;

(i) any agreement, arrangement or
commitment under which the Company or any Subsidiary has agreed or
committed to advance or loan or has advanced or loaned any amount
to any of its directors, officers, or employees, other than
advances with respect to expenses incurred in the Ordinary Course
of Business;

(j) any agreement, arrangement or
commitment entered into outside the Ordinary Course of Business and
pursuant to which any material obligations or liabilities (whether
absolute, contingent or otherwise) remain outstanding;

(k) any employment, bonus,
consulting or independent contractor agreement pursuant to which
the Company or any Subsidiary reasonably expects to make future
payments in excess of $100,000 in any calendar year;

(l) any agreements that provide
that the Company or any of its Subsidiaries are required to pay for
goods or services to a Person whether or not such Person provides
such goods or services under such Contract;

(m) any of the following
agreements of THN (collectively, the " THN Contracts "):

(i) agreements for advertising
revenue pursuant to which THN reasonably expects to receive revenue
in excess of $25,000 in any calendar year;

(ii) agreements pursuant to which
THN made payments in excess of $50,000 during 2005 or has a firm
commitment to make payments in excess of such amount during 2006,
excluding purchase orders;

(iii) programming agreements or
any agreement with a content provider;

(iv) any agreement with a hotel
customer, including any master agreement pursuant to which THN has
entered into multiple service agreements covering individual hotels
covering more than 5,000 rooms;

(v) any agreement under which THN
has created, incurred, assumed, or guaranteed any, Indebtedness or
any capitalized lease obligation, or under which THN has imposed an
Encumbrance (other than a Permitted Encumbrance) on any of
THN’s assets, tangible or intangible;

(vi) any agreements for the
issuance of any securities by THN; or

18

(vii) agreements between or among
the stockholders of THN, including any agreement whereby the
Company or any of its Subsidiaries is obligated to provide funds to
THN.

None of THN, the Company or the other stockholders of THN have
any verbal or oral agreements or understanding that would be
required to be disclosed in (m)(i) through (vii) above, other
than as set forth in the THN Contracts.

(n) any agreement that restricts
the right or ability of the Company or any Subsidiary or, to
Seller’s and Liberty’s knowledge, any Equity Affiliate,
to conduct their respective businesses subsequent to the Closing in
a manner that is substantially the same as such businesses are
conducted prior to Closing whether as a result of the execution and
delivery of this Agreement or the consummation of the transactions
contemplated by this Agreement, and

(o) any agreements or licenses
with music licensing associations.

With respect to each such Contract: (i) the Contract is in
full force and effect and constitutes a binding obligation of the
Company or the Subsidiary (other than any such Contract whose term
has terminated or expired in accordance with its stated term), and
(ii) the Company or the Subsidiary that is a party to the
Contract is not in breach or default thereunder and, (iii) to
the knowledge of Seller, the Contract constitutes a binding
obligation on the other parties to the Contract, and (iv) to
the knowledge of Seller, no event has occurred that with notice or
lapse of time, or both, would constitute a breach or default
thereunder by the Company or the Subsidiary that is a party thereto
or, to the knowledge of Seller, any other party to each such
Contract, except where any such breach or default would not have,
individually or in the aggregate, a Material Adverse Effect. The
Company has provided true, correct and complete copies of all
Contracts, including any amendments to such Contracts, to the
Buyer, except for those Contracts as to which the parties have
agreed to an alternative review process. As of the date hereof, the
aggregate amount owed by the Company and its Subsidiaries pursuant
to any leases that are required to be capitalized under GAAP does
not exceed $2,000,000 and all such leases will remain in full force
and effect immediately following the Closing without any
modification of their terms.

Section 3.13.
Litigation . Neither the Company nor any Subsidiary is
(a) subject to any outstanding injunction, judgment, order,
decree, ruling, conciliation agreement or settlement agreement, or
charge requiring the future payment of money by it or requiring it
to take or preventing it from taking any future action the effect
of which would have a Material Adverse Effect on the Company or
(b) a party, or to the knowledge of Seller and Liberty,
threatened in writing to be made a party, to any Proceeding.

Section 3.14.
Environmental, Health, and Safety Matters .

(a) To the knowledge of Seller,
the Company and its Subsidiaries have complied in all material
respects and are in compliance in all material respects with all
Environmental, Health, and Safety Requirements.

(b) Without limiting the
generality of the foregoing, the Company and its Subsidiaries have
obtained, and have complied in all material respects and are in
compliance in

19

all material respects with, all Permits that are required
pursuant to Environmental, Health, and Safety Requirements for the
occupation of their respective facilities and the operation of
their respective businesses.

(c) Neither the Company nor any
Subsidiary has received any written notice, report or other
information regarding any actual or alleged material violation of
Environmental, Health, and Safety Requirements or any outstanding
material Liabilities arising therefrom or, to its knowledge, any
threat of material Liabilities under any Environmental, Health and
Safety Requirements.

(d) Neither the Company nor any
Subsidiary has treated, stored, disposed of, arranged for or
permitted the disposal of, transported, handled, or released any
substance, including any hazardous substance, or owned or operated
any property or facility in a manner, that has given, or to the
knowledge of Seller would give, rise to any material Liabilities
pursuant to any Environmental, Health, and Safety Requirements.

(e) The Company has provided to
the Buyer true and complete copies of all environmental audits,
reports, permits and other material environmental documents
relating to the past or current properties, facilities or
operations of the Company or its Subsidiaries or their respective
predecessors or Affiliates which are in its possession or under its
reasonable control and dated within the past seven
(7) years.

Section 3.15.
Employees . The Company has provided to the Buyer a true and
complete list, setting forth each employee of the Company or any
Subsidiary, together with such employee’s job title; location
in which employed; current compensation rate; and service credited
for purposes of vesting and eligibility to participate under any
pension, retirement, profit-sharing, thrift-savings, deferred
compensation, stock bonus, stock option, restricted stock, stock
appreciation right, cash bonus, employee stock ownership (including
investment credit or payroll stock ownership), retention, severance
pay, insurance, medical, welfare, or other Benefit Plan. The
Company and each Subsidiary has complied with all provisions of
applicable law pertaining to the employment of employees,
including, without limitation, all such laws relating to labor
relations, equal employment, fair employment practices,
entitlements, prohibited discrimination or other similar employment
practices or acts, except where any failure so to comply would not
have, individually or in the aggregate, a Material Adverse
Effect.

Section 3.16.
Labor Relations . Neither the Company nor any Subsidiary is
a party to any collective bargaining or other labor contract. There
is not presently pending or existing and, to the knowledge of
Seller, there is not threatened (a) any strike, slowdown,
picketing, work stoppage, or employee grievance process, or
(b) any effort to organize any employees into a collective
bargaining unit.

other employee benefit plan, program, agreement, or arrangement,
written or verbal, that currently is sponsored, maintained, or
contributed to or required to be contributed to by the Company or
any Subsidiary or by any trade or business, whether or not
incorporated (an " ERISA Affiliate "), that together with
the Company or any Subsidiary would be deemed a "single employer"
within the meaning of Section 4001(b) (l) of the Employee
Retirement Income Security Act of 1974, as amended, and the rules
and regulations promulgated thereunder (" ERISA "), for the
benefit of any U.S.-based employee or former employee of the
Company or any Subsidiary (the " Benefit Plans ").
Schedule 3.17(a) identifies each of the Benefit Plans
that is an "employee welfare benefit plan" or "employee pension
benefit plan" as such terms are defined in Sections 3(1) and
3(2) of ERISA (such plans being referred to collectively as the "
ERISA Plans ").

(b) Each of the Benefit Plans has
been and is operated and administered in accordance with its terms
in all material respects and in material compliance with applicable
requirements of the Code, ERISA, and other applicable Legal
Requirements and may in accordance with its terms be amended or
terminated at any time.

(c) Except as set forth on
Schedule 3.17(c) , none of the Company, any Subsidiary
or any ERISA Affiliate contributes, is obligated to contribute, or
has been obligated to contribute to a "multiemployer plan" within
the meaning of Section 3(37) of ERISA during the five years
preceding the Closing Date.

(d) Neither the Company nor any
Subsidiary maintains, contributes to, or has any liability or
obligation with respect to an employee welfare benefit plan that
provides health or life insurance or other benefits for current or
future retired or terminated employees or directors (or any spouse
or dependents thereof) of the Company or any ERISA Affiliate,
except as may be required under Section 4980 of the Code.

(e) No Benefit Plan is (i) a
"defined benefit plan" (within the meaning of Section 3(35) of
ERISA), (ii) subject to the minimum funding requirements of
Section 412 of the Code or Part 3 of Title I of ERISA, or
(iii) subject to Title IV of ERISA.

(f) Other than claims in the
ordinary course for benefits with respect to the Benefit Plans,
there are no Proceedings pending or, to the knowledge of Seller,
threatened in writing with respect to any Benefit Plan.

(g) Schedule 3.17(g)
sets forth each employee benefit plan, program or arrangement for
retirement or welfare benefits currently covering employees or
former employees of the Company or any Subsidiary who are not
employed in the United States (the " Non-US Plans "). Each
Non-US Plan has been operated and administered in material
compliance with all applicable Legal Requirements.

Section 3.18.
Insurance . Schedule 3.18 sets forth all
policies of insurance to which the Company or any Subsidiary is a
party or under which the Company or any Subsidiary is covered as of
the Agreement Date. With respect to each such insurance policy:
(i) the policy is valid, binding, and in full force and
effect; and (ii) neither the Company nor any Subsidiary is in
breach or default, and to the knowledge of Seller, no event has
occurred that with notice or the lapse of

21

time, or both, would constitute a breach or default under the
policy, except where any such breach or default would not have,
individually or in the aggregate, a Material Adverse Effect.

Section 3.19.
Related Party Transactions.Schedule 3.19(a)
sets forth all contracts or arrangements involving the Company or
any of its Subsidiaries and Equity Affiliates, on the one hand (the
" Company Group "), and Seller, Liberty or any Affiliate of
Liberty, including Ascent Media Group, LLC (other than members of
the Company Group), on the other hand (the " Liberty Group
"), including a description of all goods and services provided by
the Liberty Group to the Company Group (all of which will be
terminated as of the Closing Date unless otherwise noted on
Schedule 3.19(a) ). Schedule 3.19(b) sets
forth all contracts or arrangements for obtaining products or
services by the Company Group that have been entered into by the
Company Group, based in whole or in part on the relationship of the
Company Group with the Liberty Group, indicating in each case
whether such contract or arrangement will be terminated or modified
as a result of the transactions contemplated by this Agreement.
There is no contract or arrangement in effect entered into by the
Company or any Subsidiary with any officer or director of the
Company or any Subsidiary, other than compensation, benefits and
expense reimbursements paid or made in the Ordinary Course of
Business.

Section 3.20.
Customers. The MFN Clauses in the Company’s and its
Subsidiaries’ hotel customer contracts were granted based on
total packages, and Seller has reasonable grounds to believe no
such MFN Clauses have been triggered. No hotel customer of the
Company and its Subsidiaries has given any notice to the Company
and its Subsidiaries that it believes the MFN Clauses in its
agreement has been triggered.

Section 3.21.
Brokers’ Fees. Except as provided in Section 4.5,
neither the Company nor any Subsidiary has any Liability or
obligation to pay any fees or commissions to any broker, finder, or
agent with respect to the transactions contemplated by this
Agreement.

Section 3.22.
Absence of Certain Changes or Events . Since
December 31, 2005, (a) there has occurred no fact, event
or circumstance which has had or could, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect, (b) none of Seller or its Subsidiaries has taken, and
have not caused or permitted the Company or any Subsidiary to take,
any action that would have been prohibited without the consent or
approval of Buyer if Section 6.3 of this Agreement had been in
effect since December 31, 2005 and (c) none of Seller,
Liberty, the Company nor any Subsidiary has entered into any
contract or agreement to take any action that would have been
prohibited without the consent or approval of Buyer if
Section 6.3 of this Agreement had then been in effect since
such date.

ARTICLE IV
ADDITIONAL REPRESENTATIONS AND WARRANTIES

Except as set forth in the
Disclosure Schedule or in any of the documents referred to in the
Disclosure Schedule, Seller and Liberty hereby jointly and
severally represent and warrant to Buyer as follows:

Section 4.1.
Organization of Seller . Each of Seller and Liberty is a
corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware.

22

Section 4.2.
Authorization; Binding Effect . Each of Seller and Liberty
has all requisite corporate power and authority to execute and
deliver this Agreement and the Stockholders Agreement and to
perform its obligations under this Agreement and the Stockholders
Agreement, and this Agreement and the Stockholders Agreement has
been duly executed and delivered by Seller and Liberty. All
consents or approvals of any stockholder of Seller or Liberty
required for Seller’s or Liberty’s execution, delivery
and performance of this Agreement have been obtained and are in
full force and effect, without any conditions or qualifications
thereto. No further or other corporate or stockholder consents or
approvals are or will be required to be obtained by Seller or
Liberty in order for Seller to consummate the transactions
contemplated in accordance with the terms hereof. This Agreement
and the Stockholders Agreement constitute the legal, valid, and
binding obligation of each of Seller and Liberty, enforceable
agains

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